A Spider's Poison
by piscesgirl123
Summary: "Peter stared at himself through the shattered mirror. His gaze falling to his trembling, blood soaked hands. The boy sank down to his knees, shivering while he whispered over and over again until the words continued to echo in his ears.'How did this happen'" In the battle to stop Carnage, how far will Peter go to save himself? Will it be SHIELD to stop him in the end?
1. Rain

A/N: so, this is my first Ultimate Spider-man fic, so let me know if there's any OOC-ness? I'm trying to make sure the characters act like themselves. There's some joking stuff in this chapter but it's gonna get murky later on! Hope you enjoy the chapter!

Disclaimer: I don't own Ultimate Spider-man.

Chapter 1

_ Peter stared at himself through the shattered mirror. His gaze falling to his trembling, blood soaked hands. The boy sank down to his knees, shivering while he whispered over and over again until the words continued to echo in his ears. _

_ "How did this happen?_

* * *

_Previous time..._

The New York City skyline was painted a cement gray, threatening rainfall over it's inhabitants. It seemed no colors below could escape being washed out from the weather's dullness. Taxis honked in traffic, pedestrians crossed streets, trains came and went. A typical Saturday in the city.

"Hey, Harry!" Peter waved to his best friend from down the street. Harry had his phone pressed to his ear, he hung up and shoved it into his pocket, turning to wave back at the brunette.

"Hey, man...sorry...I'm late," Peter panted after running so many blocks.

The redhead shrugged. "Whatever, you're here now, right?"

"Yeah! So what movie did you wanna see?" Peter asked in an upbeat voice. Nothing, not even the crappy weather, was going to stomp on his good mood. "Is MJ still meeting us there?"

"She said so," Harry said and dug his hands into his pockets while the two of them turned a corner on to a new block, getting closer to approaching the movie theater's entrance. "Damn, looks like it's gonna rain."

"So? We'll be indoors, it's no-" Peter's words died off when he felt a sharp chill shoot up his spine. His Spidey-senses only gave him a two second warning before the gunshot pierced the air.

All around people on the sidewalk threw themselves to the ground, cowering by the startling noise. Peter grabbed his friend by the sleeve and shoved him forward, out of the open and nearer to the theater's building.

"Shit, where did that come from?!" Harry gaped. Peter barely heard the other. His eyes were too busy scanning the crowds. No victims anywhere, just shattered glass. A flash of red on the low rooftop opposite of them caught Peter's attention.

"Harry, go inside and call the police," he suggested, turned and bolted down the street.

"Wait, Pete, what about you?!"

* * *

The brunette yelled over his shoulder. "I'm fine! I'll...I'll be right back! MJ was on her way here! I just wanna make sure she's fine. Now, _go_!"

_Damn it! One day! ONE DAY is all I ask for! _Spider-man mentally wailed as he swung from building to building.

The half-spider flicked his wrist again that latched onto another foundation to swing from and flipped through the air, passing the gigantic screen of J. Jonah Jameson raging out his news reports about the city menace.

_Wow. What a bundle of sunshine that guy is..._Peter snorted and shook his head to focus. He had a sniper to find. Another chill shot up his spine before a bullet snapped the web he was swinging from and left him falling towards the pavement streets far, far below. Spidey shouted and shot another string of webs to save himself and flipped through the air again, landing on the closest rooftop.

Spider-man took in his surroundings, turning slowly in a half circle. The skyscrapers around him acted like tall, imposing walls of glass. He could see small reflections of himself in the mirror-like windows. No one was around.

"Spider-pig! Spider-pig! Does whatever a Spider-pig does!"

Several bullets implanted themselves in the concrete mere feet from the teen as he threw himself out of the way. The singing proceeded.

"Can he swing from a web?! No, he can't, he's a pig! LOOK OUT! He is a Spider-pig!"

By this point Spidey was back to back with a billboard with a trail of bullet holes in the roof that was leading towards him. The sound of breaking wood occurred, followed by the feeling of two feet slamming into his back made Spider-man hit the cement face first.

"OUCH! That's gotta hurt!" Deadpool exclaimed as he landed next to the hero. "What? You didn't like my singing? I call it my Ode to Bug Face."

Spidey grunted and jumped back onto his feet. "What on earth are you doing? And leave the humor to _me_. Really."

"Ooooh...you sound mad. What's the matter, Skippy?! You don't like the bullets? Damn, I knew I should'a kept the laser guns. More explody, boomy, destructive-y stuff makes everybody happy. Plus, they're _fun_," the mercenary laughed that faded instantly as he pulled out his dual swords and attacked.

Spider-man flipped and parried the attacks, landing on the opposite side of the roof. The hero quirked a masked eyebrow. "Still didn't answer me. What are you doing here? And is it just me or are you behaving crazier than last time I saw you?"

Deadpool chuckled darkly. "Oh, I'm feeling just peachy in the head, arachn'a boy. YOU CAN'T CURE MY AWESOME!"

The black and red clad man slashed outwards with his sword and the blade grazed over Spidey's chest. The hero jumped back again, feeling the blood seeping out of the fresh wound and soaking the torn material of his suit. He raised his head, wide eyed.

Deadpool seemed to be having a field day. The mercenary was laughing his head off. "Hahahaha! Man, see this?! This is _proof_ that you need to change your outfit, dude! Damn, I'm gonna make a shit load of money after this!"

Peter glared behind his mask. "What do you mean 'this'? Who sent you? _What are you after, Deadpool?_" the hero shouted, finally having had enough of the others erratic behavior.

"Hee-hee. Ya see the thing is... I can't tell ya." Deadpool shrugged with his palms up, his dual blades still clutched in each hand. "That's a big no-no. I guess 'this' could mean I kick your ass after you made me lose all that cash from not selling that file with Earth's heroes' identities on it."

The two clashed again.

Spidey swung his right arm and his fist crashed into the others jaw. He heard the mercenary's jaw crack. The hero used both web-shooters to fling himself across the rooftop. He knew Deadpool had a healing factor and a simple punch wasn't going to distract him for long. When the hero's feet touched the roof's concrete again, the black and red clad man was reloading his guns.

_Well, at least it's not a slap fight..._Spidey thought sarcastically.

"Gonna put a bullet in your ass, web head," Deadpool chuckled, all cheeriness in his voice absent again. Peter thought he could _hear_ the psychotic grin spreading under Deadpool's mask as he loaded the weapon.

Peter gulped. _Maybe I spoke too soon?_

Thunder rumbled across the clouded sky. Light rainfall began drizzling, spattering small raindrops onto the cement. The drops felt like little spikes of ice soaking into Spidey's suit.

"I'd hate to rain on your parade, Deadpool, but I'll be taking these," the hero quipped and snatched the weapon from the mercenary's hands with his web-shooters.

The mercenary moved in a flash of red. His fist hit the hero square in the face, making Spidey's head snap back. Peter felt blood gush from his nose and drip down over his lips. Before he could retaliate, Deadpool had snatched the gun back and fired off to shots that hit the hero in the chest.

Peter blinked after feeling a short pinch. He thought he was as good as dead. His eyes widened so much his mask could have torn. Staring down at the darts embedded in his chest, he ripped them out and let them drop to his feet. The crimson colored liquid that one contained was already injected, the remains on the glass was washed away by the rain.

The blue and red clad teen took a step forward and dropped to his knee when his world spun. Deadpool seemed to stage whisper. "Oh, yeah. That second dart was a tranquilizer. Oops. See ya 'round, Spidey!"

The teen crashed to the ground. He heard the retreating of footsteps. Soon all he could hear was the drumming of the rain, only aware of the pain surging through his chest as his vision was swallowed by clouds of ink.

A/N: so what did you guys think? Reviews are welcome! :3 no flame please.

~piscesgirl123


	2. Whispers

A/N: Soooo sorry this was late! I was at my dad's house all of spring break and didn't have my laptop with me :P Anyways, thanks so much for all the reviews/follows/favorites! :D hope you enjoy! (important A/N at the bottom!)

Disclaimer: I don't own Ultimate Spider-man, just this plot ^w^

* * *

Chapter 2

His head felt like it was splitting in two. Distant sounds—voices-kept droning in his ears, definitely intent on tearing him out of the darkness, it seemed. Peter could feel himself being slowly dragged into consciousness and blinked his eyes open wearily, adjusting to the brightness overhead.

The teen blinked his eyes again to rid the bleariness in them. He was unmasked, laying on a hospital bed in what was without a doubt the medical bay on the S.H.I.E.L.D. helicarrier. Peter shifted slightly, feeling a slight twinge of pain in his chest. There were crisp white gauze wrapped around the gash he had gotten earlier. Then the realization of the fight with Deadpool came crashing down on him and Peter slumped back against his pillow with a groan.

"Ughhh...do I get a lollipop now?" were the first words out of his mouth. His voice sounded nasally, he realized, because there were small bits of tissue in his nostrils to stop his nose from bleeding.

"Ah, glad to see you're awake, Peter," Coulson said, appearing from a bank of tech that made up a wall in the bay with a light smile on his face that could be considered creepy with they way he popped up out of nowhere.

"Glad to be awake," the half-spider mumbled back. His throat felt dry and tasted like rust. "How long was I out?"

Coulson glanced at a blue screen with the time on it. "I'd say about a good seven or eight hours," he said. The swooshing of sliding doors sounded and in walked the rest of the team of teen heroes.

"We heard you're awake," said White Tiger. Iron Fist, Power Man, and Nova trailing beside her into the bay fully.

"Hey, man. You gave us quite the scare when we found you passed out on that rooftop," Power Man said and added, "Good thing your com went off so we could come get you."

Nova bursted into inappropriate chuckles. "Dude, what happened? It looked like you got your ass handed to ya!"

"What happened? _Deadpool_ happened!" Peter exclaimed hoarsely and swung his legs over the side of the bed. He could feel the bandages tighten whenever he tried to breathe deeply-or normally-and god, was it going to be a pain to patch up the suit again. The teen felt a shiver crawl up his spine, feeling the still fairly damp material clinging to him like a second skin.

"What I am sure Nova means is you should have called us for some assistance," Iron Fist said in his stoic tone of voice.

"Did I just hear Deadpool did this?" a dark voice growled from behind the group of teens. Fury came into view, his stature tall and imposing as he stalked over with a deep scowl etched into his features.

"Something of the sort," Iron Fist said to the director of S.H.I.E.L.D..

Fury muttered. "That pain is causing a hell lot of trouble lately. We've checked our surveillance cameras in the surrounding area of your encounter with him," he informed Peter. "Seems to have beaten us to it. All the cameras with a clear view of the fight had been disabled beforehand."

"Sneaky bastard..." Peter muttered under his breath.

* * *

The brunet teen stood quietly on his small front porch. The sky overhead was charcoal colored and starless. The street lamps running up and down the block in Queens cast sad, dull yellow glows onto the crumbling pavement.

Peter sighed deeply. The slight burn in his chest reduced to a lingering ache, like a whisper that was easy to forget. He left the helicarrier like he did on most missions after being injured. The med-bay would patch him up, he'd be deemed stable and healthy with minor bruises, and Peter would find himself here not long afterward. Standing here on his creaking front porch, preparing himself to face Aunt May, about to hide the bruises and scars.

_I'm so used to it by now_, he thought grimly as he turned the doorknob and stepped into the threshold. The instant the door clicked shut behind him Aunt May appeared out of the living room doorway and into a tight embrace around her nephew.

"Peter, thank god! Where have you been? It's nearly two in the morning and what is that godawful bruise doing on your face?!" she exclaimed. Mentioning his bruised nose made Peter mentally wince from the memory of seeing the dark circles under his eyes from the wound.

Aunt May was in her button down pajamas with patterns of little stars and clouds on them. She wore no earrings. Her normally styled white hair was messy and she had dark circles under her eyes from worry.

"Sorry, Aunt May," the teen murmured over her shoulder and meant it too. A part of his brain cheered for not giving any signs of pain from the crushing feeling in his ribs after the hug ended. "About the bruise, you might believe me. I kinda smacked my face into a stop sign," he said sheepishly.

May shook her head. "What took you so long. I thought you and Harry were catching a movie."

"Yeah, but we lost track of time and Harry's cell died and-"

The woman held up and tired hand that silenced the boy. "Save it, hon. Just get your butt upstairs to bed, you have school tomorrow."

* * *

By 3am Peter was still slumped over his desk in his bedroom. His eyes itched and his eyelids felt heavier with each blink. He was in the middle of sewing up his red and blue uniform.

"Stupid mercenaries and their stupid stupidness," Peter grumbled. It was safe to say, he knew, that a certain amount of sleep depravity can make a person not give a damn about what they did. Or at least what they were murmuring.

A blissful sigh escaped the boy's lips when the last stitch was finished. Peter rolled the suit up and tucked it into his backpack with the freshly cleaned mask. Shutting off his desk lamp he then flopped down onto his bed, still in his jeans and plain t-shirt. Rolling over onto his back, he stared at the ceiling. His eyes still burned but sleep just wouldn't come. Instead he thought about today's events.

The glowing liquid dripping from the broken glass tube. The blackness filling his eyes, leaving him cold and in the dark.

_Don't think about it_, the hero told himself. An understatement. How could he _not_ think about it? The doctors in the medical bay said he was perfectly normal. As far as mutant super powered teens went he was. There was no changes in his powers or in the mutation in his DNA that gave him his abilities. There wasn't even any traces of the sedative left in him. Sometime around then, the teen fell asleep.

* * *

Red.

That's all Peter's eyes could see. Red blotches were soaked into his clothes where he kneeled. Thick crimson trails running down his arms. Each droplet falling like tears.

That wasn't the worse part. It was the whispers around him. Unseen, but always, _always_ heard. They flooded his ears and never stopped. All the voices we familiar. Ava, Sam, Danny, Luke, and Fury's voices. Aunt May, Harry, and Mary Jane's joining them. Uncle Ben's.

Then there was the other voice. Barely audible, like background noise to the louder, demanding jumble of voices. This one spoke in quiet hisses, like a predator ready to pounce on it's prey any second. It sounded like it was taunting him.

"Stop," Peter said to no avail.

"Just _stop_," he tried again, but the other sounds still drowned him out. They sounded angry, demanding, hurt, scornful and scared. The air he breathed had a metallic tinge to it.

"STOP!"

* * *

Peter woke up with a short lived scream and to the blaring of his alarm clock.

The brunet gasped for breath and clawed at the restraint-like gauze still wrapped around his chest. Peter licked his lips. He raised an eyebrow. Metal? He let out a cough and raised his hand to cover his mouth...and nearly had a heart attack.

I looked like someone had dribbled dark red paint down his wrists and hands. The color smeared up his forearms, the ends falling in a web-like pattern.

It was Monday. Morning light flitted through the curtains of his windows. The alarm clock still sounded all while Peter gaped at his hands. He slammed a fist down on the clock's snooze button and dashed into his bathroom.

"Aw crap," the teen swore when he saw the blood smeared across his white shirt from clawing at his bandages. _Gee, explain THAT to Aunt May, why don't you_, he thought dryly. _Well, there's always the trash..._

It was six in the morning on his least favorite day of the week and now he had to scrub this blood off his hands. The teen ran his left hand under the cold water and began to scrub, when his right hand pulled away the substance stuck to it, like a string dripping from across his wrists.

"Not blood," he murmured wide eyed, "_webs_."

"Peter! Get going or you'll be late!"

The teen's head snapped up at the sound of his aunt's voice. Peter shook his head, knowing he'd have to deal with this somehow and figure it out later. After eight hours of school that is.

* * *

A/N: What is happening?! Anyway, i'll be trying to get the next chapter up ASAP! And how do you guys want me to answer reviews? Leaving a review/what you think of this chapter and letting me know would be great :3


	3. Fight

A/N: hiya everyone! :D apologies for the late update again. Thanks for all the reviews/faves/follows! :3 Hope you enjoy this chapter!

Disclaimer: Ultimate Spider-man? Not mine :P just the plot :3

* * *

Chapter 3

"Peter Benjamin Parker! You're going to be _late_!"

Peter barreled down the stairs, pulling his navy blue sweatshirt over his head and shoved his hands into his pockets. "Mornin', Aunt May! No time, I'll get breakfast at school! Bye!" He shouted as he ran out the door, his backpack slung over one shoulder.

Hastily making his way down the street, the teen glanced back at his house. The porch was empty, no sign of a worried relative watching him leave. In fact, in the early hour that it was, there was little activity occurring in the streets on the outskirts of the city.

The sky was a clean slate of gray, yet not a drop of water fell. Sheer sheets of ice frosted the roads and sidewalks. Peter's breath came out in small white puffs of air. He shivered and pulled his hood up when his face and ears began to feel numb.

The brunet glanced around one last time before pulling his hands out of his sweatshirt pockets. He stared down at them. Just as he hoped, his hands looked normal. His skin was fair with calloused finger pads—being a hero didn't mean you had soft, baby hands—and his knuckles had the remains of old and fresh scars. Possibly from punching out glass or metal or enemies in general. The web-shooters rested on his wrists like they should.

There were no traces of the sticky web-like substance coating them earlier. Removing it was like peeling off thin layers of rubber plastered to his skin.

The boy shivered at the small memory. Slipping his hands back into his pockets he pressed forward and shoved the thoughts to the back of his mind to be dealt with later.

* * *

Peter was instantly greeted with the masses of passing faces when he stepped through his school's front doors. There were no signs of his friends yet. The teen pulled his hood off and ran a hand through his hair which was matted from bedhead. Hearing the last-minute bell ring, he quickened his pace down the halls. The sight he found near his locker made the him swear colorfully under his breath.

Flash and his buddies were crowded around the whole row of lockers, including Peter's. Flash didn't seem to notice the much shorter teen approaching and continued to talk to the other jocks. When Peter walked over he was facing Flash's back, which was part of the other teens' circle blockade. "Hey, Flash," Peter said. "Flash? …._Flash?_"

As much as the teen tried, the blonde didn't seem to hear a word and continued to blab at an obnoxious level of loudness. The brunet rolled his eyes, having had enough of being ignored and rose his voice to a shout over the crowded hall's noise. "HEY, FLASH!"

Flash whipped around with a snarl on his face. His lips curled back, baring his teeth like a rabid dog's as he growled, "What, Parker? Got a problem?"

Peter's ice blue eyes stared up at Flash's green ones. Even with the anger bubbling up in his chest, the hero spoke in an even tone. "Yeah. My problem is your obnoxious bullshit that happens here twenty four-seven."

There was a collection of murmurs from the clusters of students gathering to watch. Peter didn't break his glare while Flash took a step closer to get in his face. Peter knew the guy just _loved_ the spotlight from the scene he was causing.

"What'd you say, Parker?" the blonde snarled out.

_Stop it. He's not worth it. Be the bigger person_, Peter told himself.

"Nothin'," he said quietly in a less venomous tone. "Just let me get to my locker."

Flash chuckled. "That's what I thought. You're such a load of crap, Parker," he said and his group of followers guffawed.

_What are you doing?! Fight BACK! He embarrassed you..._hissed a voice in his mind.

_No, that won't solve anything. Just ignore him. Ignore them all,_ another answered.

_He deserves it! Make him PAY!_

Peter grit his teeth and balled his hands into fists at his sides. As Flash turned, the words came tumbling out of his mouth before he could stop them.

"It could be worse," he said. "I could've been a complete attention whore like you."

Flash's nostrils flared like a bull's. "You little son of a _bitch_!" he shouted and swung at Peter. The jock's fist connected with the brunet's cheek and caused Peter smack his head on the floor's linoleum when he fell. Flash was there in less than a second, landing punches to Parker's face like it was his job.

Peter's vision blurred. He could feel his face swelling up, his left eye half closed. He smashed his right fist into Flash's face. He watched in satisfaction as the blonde's eyebrow split and gushed blood down the side of his face.

Girls shrieked and backed out of the two teen's ways as they punched and kicked out on the ground while boys cheered on the their fights. Another swing and Flash's nose was swelling up and bent at an odd angle from the break Peter's knuckles caused. The brunet kneed the jock in the ribs, heard bones crack, and shoved him off.

The blue eyed boy sat up with a groan. Everything hurt. He could feel bruises forming all over.

"Peter! Jesus, man," Harry exclaimed, trying to push himself past the crowds of students. Flash's friends were pulling him off the floor. He didn't look to great either.

The young genius climbed to his feet and felt the room sway. Pain roared up in his chest. Before he knew it he was racing down the hallway, hearing Principle Coulson somewhere behind him and seeing the shocked faces of Danny, Sam, Luke and Ava.

Peter burst through the empty boy's bathroom doors and flew to the nearest sink. He spat and spluttered, red liquid splashing into the porcelain sink past his cracked lips. His whole mouth tasted of copper and salt. Peter clawed at the collar of his sweatshirt, feeling choked by it while he gagged on the blood flooding his mouth. The teen heaved again and more crimson fell.

When it seemed to be finally over, the hero stood gasping at the sink, hands supporting him up on both sides of the counter. His breaths were haggard and wet sounding. Chills crawled up his spine and more blossoms of pain welled up in his chest. Peter rubbed the blood off the corners of his lips with his sleeve and took a look in the mirror.

He winced. There was no hiding any of this from Aunt May. His left eye was turning a horrible dark purple, his lips split and a dark forming bruise on his jawline.

_At least I won_.

"No, I didn't. Nobody won," he grumbled to himself. Turning on the cold tap, he let the pool of blood wash down the now pink tinted sink.

* * *

"What the hell was _that_?" Principle Coulson demanded. The man was seated behind his desk with a scowl on his face. "You're a great kid, Peter. But want to explain why you suddenly lashed out like that?"

The two were seated in the principle's office. Flash had been sent back to the nurse after receiving a separate talk with Coulson. Looking down at his wrists again, the brunet's shoulders slumped seeing the broken web-shooters still wrapped around his arms.

_Damn that idiot..._

But the web-shooters didn't hog the teen's full attention. Peter had an icepack pressed to his black-eye. His jaw, chest and everywhere else felt sore with fresh bruises. Sitting in his chair, he didn't shuffle his feet uncertainly like he used to. "Thompson started it. It's not like I don't have the right to stand up for myself once in a while," he muttered, glaring down at the ground.

"Don't try to act completely innocent in this. You were antagonizing Flash," the undercover S.H.I.E.L.D. agent accused. Coulson had that godawful reprimanding tone in his voice that he always slipped into when he was in "principle mode." The teen knew the man was right, but did he have to sound like such an ass about it?

_Bruises...All that bastard got was BRUISES. He wasn't the one coughing up blood in the bathroom!_ a snide part of his mind roared internally.

"No, you're..." he strayed from his train of thought mid-sentence.

_Coulson's wrong. Thompson deserved it..._he thought darkly.

_ That doesn't mean anything, revenge isn't the answer. It doesn't solve my problems_, he tried to convince himself.

_ How so? Your problem's Flash, isn't it? You stopped him from walking all over you, and where is he now? _

_ Getting his face stitched up because of what I did..._

_ You mean he's out of your way..._

Peter bolted upright from where he sat, the icepack slipping from his hand and landing on the ground. "Stop it!"

"Peter?" Coulson said, rising from his chair. "Calm down-"

_I'm a hero, damn it! I'm the one risking my life!_

"No! No, I won't," the teen snapped. "How could you side with _Flash_? How could you even stand listening to him at all?!"

_ Does protecting everyone else mean I have to exclude myself, even just for the ONE time I stand up to Flash? Bullshit!_

His fists were clenched so tightly his knuckles turned white. Peter gritted his teeth when he saw Coulson's mask of concern turn to anger. Peter didn't care. He didn't want to hear the man's drivel. Snapping off the web-shooters, Peter tossed them onto the principle's desk before the man could open his mouth. "Save it. I don't want to hear it."

Peter turned on his heel and crossed the office to the door. The teen's hand curled around the doorknob. A scowl was set into his features, though he didn't look over his shoulder as he spoke. "They're broken. You can thank Flash for that if ya like. Don't expect me at training later."

The sound of the office door slamming reverberated through the empty halls as the teen stormed out of the school and into the rumbling, thundercloud covered sky. When his sneaker clad feet touched the sidewalk's pavement, he couldn't quite pin down the small new feeling in his chest as a small smirk played on his lips.

_What, no one to stop me?_

* * *

A/N: sooo...what did you think of the fight scene? I've really wanted to write a fight between Flash and Peter for awhile now, so here it is lol. Questions/reviews would be great :3


	4. Carnage

A/N: So sorry this is late! D: but thank you so much for all the reviews/follows/faves! :'D

**Warnings****:** Serious shit's about to go down o_o

Disclaimer: I don't own Ultimate Spider-man. Just the plot ^3^

* * *

Chapter 4

Peter felt as if he were moving in slow motion. The world around him seemed to move sluggishly, as if he was under the surface of a half frozen lake and was slowly wading through the numbing waters. All the boy could hear was the blood pulsing in his ears. The air felt thick in his lungs and his face felt like ice.

The storm clouded sky appeared like one big shadow had been stretched across it, leaving the city sunless and in the dark. The neighborhood's sidewalks weren't as usually crowded and the occasional car rushed past him, splashing up sprays of water from driving through the puddles in the streets.

"Time to put some distance between me and the school," he mumbled. "Got to get away."

_They can't stop you..._

"No, they can't."

Pulling up his hood, the teen continued to aimlessly wonder the city.

* * *

Hordes of pedestrians passed by Peter as he strolled around. The dazed teenager glanced around and despite the weather, he saw couples walking hand-in-hand, business men in suits blabbing on their phones, parents pushing baby carriages and the slow coming and going of traffic.

The brunet felt a small shiver of electricity shoot up his spine seconds before wailing police cars tore past through the streets. He sensed them before the sound could be heard. However, when the sirens _did_ reach is ears it was like time sped up. The half-spider's vision pulled into a sharp focus, as if he were peering through a camera lens and the sound of sirens, the honks of traffic, and murmurs of crowds suddenly piercing the air and straight into his eardrums.

Seeing the cop cars hook a right onto the next block, the hero knew exactly where they were heading. Peter did a once over of the New Yorkers nearby, none were watching the distraught teen. The space between two buildings behind him caught his eye, though.

Parker spun on his heel and disappeared into the alleyway and out of sight. Once he was away from the public, the teen began ditching his clothes, exposing the red and blue colors of his suit underneath.

Reaching into the deep pockets of his jeans, he pulled out his mask and muttered, "Webs, or no webs, I can still save people."

Upon the words leaving his lips, the corners of Peter's vision became tinged with black. The ground tipped to the side and the brunet stumbled, and sank down to his hands and knees. White hot pain flared in his chest and surged down his arms and legs. Peter tried to breath but it felt like his throat was closing up. His skin burned, and his head felt heavy. It was almost like he was-

_Poisoned?! No! I have to get help! I have to-_

The panicking boy could feel more of the stinging sensation run up his fingers and palms. Opening his eyes wide with a gasp, the mutant hero saw the red web-like substance wrapped around his hands again and was quickly crawling up his arms like little spiders.

_Don't worry, Peter. I have something that will save you, _a voice assured.

Peter felt his body go limp and his vision turn black.

* * *

The little girl kept her head pressed to the ground, letting her sun colored locks shield her face as the scary man clad in black walked by while he reloaded his gun. The child's blue eyes stayed locked with her mother's tear filled ones where the two of them lay on the ground.

The bank's lights had been shot out by the thief's bullets. The police cars stationed outside let in blue and red lights through the large windowpanes. The bank lobby was quiet other than the small terrified noises of the hostages. There had been gunshots before, voices screamed, others were silenced. The girl trembled and failed to bite back a whimper.

There must have been nine or ten of them, all armed and clad in dark clothes. Citizens were all on their stomachs and facing the floor while the thieves made sure their captives stayed in line.

One of the horrible men in the ski masks chuckled above her. "See, brat? It seems the police decided that the bank's precious money is more important than you!" He clicked the safety off the weapon and aimed it between her eyes.

Staring down the barrel of the gun, the little blue eyed girl gave a weak but defiant whisper. "You're lying. Spider-man's gonna save us."

The criminal chuckled again. "Sweet dreams, little bitc-" the girl heard the man make a strangled noise, followed by the spray of red that hit the side of her face. The fist jabbing out of the middle of the robber's chest tore itself away and let the body crumble to the ground with a thud.

The world's sound drained away. Standing in the thief's place, the figure's silhouette was dark until the flashing police lights highlighted it in red and blue, exposing the crimson colored suit it wore. Blood dripped off its clawed hands. The creature moved in a flash.

"Shit, what _is_ that?!" a robber exclaimed and fired off his gun. The monster lunged at him, its unhinged jaw opened wide, sinking its sharp teeth into the other man's shoulder and jerked its head back. The robber roared in pain as he felt his muscle and tendons snap and tear.

The child screamed in terror and her mother pulled her away and into her arms as a shield from the sprays of red liquid. "HELP! Somebody!" the women cried.

Series of bullets were fired, sounds of shattering glass, bone, and the noise of screams and bodies hitting the floors range through the air. By the time the law enforcement stormed the building, the officers had walked in on the remains of a blood bath.

* * *

Fury's vehicle's door slammed shut as he walked out onto the crime scene. Black and yellow police tape littered the bank's main entrance and windows. NYPD cars clustered around the entrance and blocked off crowds of civilians. Small red flares were trailed along in lines on the street while an officer redirected traffic. An ambulance stationed to the side of the police cars to tend to the released hostages' injuries. The director of S.H.I.E.L.D. saw a small girl stare quietly off into space as a paramedic cleaned the droplets of blood off her cheeks and neck.

"Directer Fury," an officer greeted the man, the cop's face serious and gray. Gesturing to the entrance of the crime scene the NYPD member said, "This way, sir."

The black shy rumbled and let a small drizzle of rain fall as the director was lead into the building.

Now, Fury has seen his share of horrible, twisted things in his line of work, some worse than others. The sight before him fell into the "worse" category.

"God, you can't tell what's an arm and what's a leg," the man, who unfortunately got stuck with taking pictures of the crime scene, mumbled, going more than a bit green in the face.

Fury's soul eye drank in the scene. Florescent lights hung from the ceilings by their cables. Bullet holes ran along the walls along with the numerous red splatters like paint. Most of the bodies had been wrapped up in bags where they lay. All were closer to the walls, though, the man noted as he carefully made his way around the scene. The director then dragged his gaze over the blood smeared across the center of the room.

"Step aside," he demanded to the photographer and the other gladly moved away.

Nick Fury glared down at the letters that were clawed through the linoleum tiles. The single word scribbled with heaps of crimson.

Carnage.

* * *

Peter's eyes blinked open wearily when the rain began to fall. His body felt like it was made of lead, nailed to the ground and then stomped on into the pavement by the Hulk. Painfully sitting up, he felt his head throb. He looked down at his clothes. He was wearing the Spider-man suit. Had he been fighting someone?

The suit's knees and elbows were torn open. There were little holes in his gloves' fingertips and knuckles. There were blotches of red soaked into the material. It looked as if he had just crawled out of the pits of hell.

Images of the bank suddenly seeped into his mind, events flashing by like a movie player. Peter's stomach twisted, he could feel bile rise in his throat.

"N-no," his voice wavered. Peter shook his head and continued to mutter to himself. "No, way that w-was _me_! I wouldn't-! I couldn't have!"

_Believe it, Peter. That was all you. _

* * *

A/N: that poor little girl though! Gah DX god, whats happening to peter?! 0~o btw sorry if you're squeamish about gory stuff :P No flame, but pretty plz review? :3 It'll get you an update with Deadpool in it! ;D


	5. Mercenary

A/N: This was supposed to be updated last week! DX But in other news...Woo-hoo Deadpool! :D Btw thank you for all the faves/follows/reviews! :3

Warnings: Lol just language. Some craziness...And a Deadpool. Look out? O.o

Disclaimer: Oh, this is still necessary? Nothings mine. Just this plot.

* * *

Chapter 5

The man cornered into a dead-end alleyway swore when he found himself trapped and began clawing at the brick wall until his finger pads were scraped raw.

Seeing the shadow rise up on the wall and hearing the unsheathing of twin blades, the man began to spew a chain of curses. At the sound of a dark chuckle, the guy began blubbering out begs for mercy.

"No, please! I have kids! A family! Don't do this! I'll...I'll pay you! Yeah! How much, you name it," he pleaded.

Deadpool stared down at the idiot. This was the target he was hired to kill because the struggling business man tried skimping out on paying the money he owes to Deadpool's temporary employer.

"You gotta be effing kidding!" the mercenary exclaimed incredulously, beginning to make flailing gestures with his sword-armed hands. "'_How much?_' Do I look like a cheap whore to you?! And of course I'm gonna kill ya!Specially 'cause you're so annoying with your 'please-spare-me' bullshit. God you bitch like a teenage girl who's stupid Vera Wang heels snapped off at her senior prom!"

During the small rant, the man's face fell and became a mask of terror when one of Deadpool's blades suddenly lashed out at his throat.

While exiting the alleyway with a duffel bag slung over his shoulder, the mercenary muttered out loud. "Why are headless people such morons?"

Shrugging at his own question, he then patted the duffel bag cheerily. "Don't worry, severed head, you're safe with your new buddy Deadpool."

* * *

"SHZROOOOOOOO_OOOMMMMMM_!" Deadpool exclaimed and swerved his jet left and right through the night skies. His last mission had been completed and a suitcase full of money now sat in the back of his stolen aircraft. "Shzrooooom! AHHH! THE ALIENS! Pew-pew-pew!" the man shouted and clicked a few settings which lowered a laser gun from the bottom of the craft and began shooting into the empty sky.

_"Fergalicious definition make them boys go loco; they want my treasure so they get their pleasure from my photo-" _

"The frick?" The mercenary stopped his babbling about aliens verses lasers and began patting down the pockets of his utility belt as his phone blared on.

_"Fergalicious, so delicious-" _

The ring-tone was cut off as the merc answered. "Sorry, my phone was under my ass cheek."

The red and black clad man then jerked the cell away from his ear as the caller on the other end roared through the speaker. "What happened?! I paid you for a _reason_, Deadpool. You were supposed to report back to me once you completed the task! Where the hell are you?!"

Deadpool snorted and pressed the phone back to his ear. "Uh, banging bitches? Do you not see the extremely hot hooker sitting next to me?" the mercenary asked, spreading his arms out as if the caller was actually able to see him.

"I'm not amused," came the sour reply.

Deadpool busted out into deranged laughter. "Neither am _I_! There_ IS _no hooker sitting next to me!"

An exasperated sigh emitted from the cell as the mercenary carried on. "Please, _try_ to pay attention?...Bumbling fool..."

"HEY! Who you calling a fool, ya fool?!" Deadpool bit back as he wiped non-existent tears from the lenses of his mask. "Aaaanyways...As for that little mission I did? Task complete," the man said, flipping to a malicious tone in an instant. "Web-head's blood should be chock full of that serum you sent." Deadpool chuckled darkly and leaned forward in his seat. "Tell me, is bug boy losing his mind yet? Or the serum's effect was nada, huh?"

There was a pause on the other end of the line. "That is my own business to know, Deadpool. However I'll be keeping tabs on you in case your services are required again if-"

By that point the mercenary grew very bored with the call. "Oh, okay. Bye, bye, sweetums!" Deadpool chirped like a deranged bird and hung up. He chuckled to himself. "I hope he'll pop a vein over that. _Now_. Time for pizza."

* * *

Norman Osborn barely lifted his head up from his desk when someone landed on the sofa in his office with a loud, obviously bored sigh. Instead he placed his cellphone onto the desk with an annoyed huff. Mercenaries should be more professional sometimes. However, Deadpool had an impressive number of kills racked up and proved to be highly useful in Osborn's purposes all the same.

When the man _did_ look up from his desk, his green eyes met those of a similar color. The teen sitting in one of the guest sofas ran a hand through his red locks in an irritated fashion.

"Are you finished talking to the lunatic?" Harry grumbled to his father.

Norman leaned forward and placed his elbows on his desk, his eyebrows knitting together. "Although the term is fitting, yes."

"Then can we finally _leave_? I could've been out with MJ but you just _had_ to insist we get dinner instead. It's Friday night for god's sake! I could've been out with my friends," the teen complained.

Mr. Osborn rose from his desk, slipping his cell into his suit pocket. "Yes, of course, Harry. Business is hectic as usual. I'm sure you'll be telling your own children the same thing in the future."

Harry rolled his eyes with a groan. "I highly doubt that."

Norman chuckled slightly, "Just go tell my secretary to tell our driver to bring the limo around and we can leave. I just have to gather a few things first."

Harry stood up from the sofa and shoved his hands into his jean pockets, murmuring, "Fine, whatever."

The second the door clicked closed, the casual expression on Norman's face sank into a deep scowl. Getting behind his desk he clicked a few computer keys on the glass screen-top placed over the oak desktop. Immediately a new screen, almost holographic, appeared to be floating above the business man's desk.

"Have you gathered enough information yet, Octavius?" the man demanded to the dark figure on screen. The scientist's silhouette was hardly visible on screen in his poorly illuminated laboratory.

"I've watched the security footage several times, Mr. Osborn, but the creature causing the bank's bloodbath has erratic behavior. Perhaps the host is rejecting the serum? It is difficult to study on a mere screen to be sure," Octavius replied in his monotone voice.

Osborn rubbed his chin. "How interesting..." he murmured. "And perhaps that is something to be perfected. But in time. Lets see how the experiment goes for now." He shut the video call down.

Norman chuckled darkly, while peering out the spacious windows of his office, watching the lively city before him. "It seems New York City's dear Spider-man won't be able to stop this new monster. Especially if it's _him_."

* * *

A/N: Whaaaaat? O.o As for the song...idek know guys. I don't XD Normally I would've picked something more badass for Deadpool's ringtone, honest! But, yeah that happened instead...Yup, Norman's gonna stay human and stuff in case you were wondering. Reviews would be great as always! :3


	6. Lies

A/N: Thank you for all the reviews/follows & faves! :3 So, I forgot to name some of the previous chapters when I updated :P oops lol but I decided to name them anyways. Btw there's still no pairings in this story, kay? Kay.

Warnings: no Deadpool here. Aw :P just murky-dark themes.

Disclaimer: I don't own Ultimate Spider-man, just this plot.

Chapter 6: Lies

Peter stared unblinkingly at the city below him. It felt as if the sky were casting a darkness along the rooftops of the city's skyscrapers while the streets far below were illuminated by the hundreds of lights, almost like sunlight.  
He shivered in the night, icy chills dragging down his spine. The brunet was clad in a simple pair of blue jeans, sneakers and a dark pullover hoodie. His shallow breath forming in small white puffs in front of him.

Two weeks.

Two weeks since the bank robbery. Weeks since Spider-man was last spotted in New York. It wasn't as if the city would suddenly come to a stop because of the robbery. Everything looked normal and everything moved on. But to Peter it felt like the world was going to collapse in on itself, starting by crushing him first. He couldn't stop thinking about the blood. Just _seeing_ the color red made him wince.

The teen shivered again. He rubbed his freezing hands together for heat and pulled the sleeves over his knuckles. The brunet leaned over a bit to peer over the building's edge where his feet were dangling off the side of. Heights didn't scare him.

The drone of traffic was lost many stories below. The soft winds brushed Peter's bangs out of his eyes and were nearly silent. He almost felt peaceful.

"I've forgotten what that feels like," he murmured, eyes close lightly.

"I finally found you!"

The teen's eyes snapped open very wide and he was on his feet in an instant, fists raised and ready to fight. At first he expected to be facing a police officer or a S.H.I.E.L.D. agent. Not a very pissed off girl in a white jumpsuit.

_Hmph. So much for peaceful... _

"Tch," Peter said and sat back down, his back facing the girl again. "What do you want?" he asked the both of them.

_Just some of your company, Peter_, a voice answered in malevolence.

White Tiger glared daggers at the boy. "You're _joking_, right? We've been looking everywhere for you! Nova's been so sick of you skipping out on training practice that he duck-taped a picture of your mask to one of the training bot's faces...Then he blasted it to bits after," she added the last part with a shrug. Seeing that the other found no humor in this, Tiger sat down next to Peter. In a lower tone the heroine asked, "What's going on? You're never at school anymore, or _anywhere _for that matter. It's like you and Spidey have dropped off the face of the Earth."

"I'm sorry. I'm fine, though, really," Peter said.

Through the lenses of her mask, White Tiger eyed the teen. The wind had pushed his hood off, allowing locks of his hair to fall in front of his forehead again. The light brown hair seem much darker now in comparison to his porcelain skin. Peter's sky blue eyes looked almost gray and his face seemed thinner, like he had lost weight.

"Peter, if it were '_nothing_' than I'm sure you wouldn't be sitting here alone. No, instead you'd be working on the bank murder case. Tell me what's happening," she said with that demanding edge in her voice that sought out answers.

At the sound of his name, Peter hunched over some more like the darkness above was forcing his shoulders down.

_She knows_, his mind whispered. _She'll turn on you! _

_ No, she doesn't,_ thought Peter. His voice sounded much fainter in comparison to the other, though that voice was a mere whisper. _I could explain,_ he tried.

_ She'll turn the others on you! _It now shouted.

_No, no! Ava will understa-_

_ NO! She'll never understand! It was_ justice_! They got what they deserve!_

_ If she already knows then what do I do? _Peter pleaded.

_Lie. _

Peter didn't answer. He didn't want to.

_It's easy_, said the malicious voice.

White Tiger watched as her friend sat in silence. After a few beats the brunet boy finally answered her with a murmur. "I couldn't stop it."

"Stop what?" Tiger raised an eyebrow, but she had a twisting feeling in her chest that she knew what.

"I...I was _there_, Ava," he whisper eerily. The teen still wouldn't face her. "I couldn't stop the murderer."

The night seemed to feel a bit colder. Wind caused the dark clouds to roll by slowly, but allowed no moonlight to slip through. She reached out gently to his shoulder but he yanked it away harshly and pushed himself to his feet. Eyes wider, the heroine stood up as well. "Peter..."

_See? She believes you. And all you did was lie... _

"NO! I can't stand this anymore! I hate it," Peter shouted out loud. He had to, to make sure he was heard. "I hated it! The whole time I couldn't do _anything_! I feel so _useless_!"

Tiger tried again, "But, Peter..."

"Stop," he murmured. He wasn't facing the girl, but she had a feeling he squeezed his eyes shut. "God, I don't ever want to hear my name. _Ever_."

Teen attempted to listen to the city that built walls of skyscrapers around him. He could hear the traffic going, the slight murmurs of crowds and the giant screen with J. Jonah spewing out false reports of the bank murder. Peter's jaw tightened. It _wasn't_ Spider-man's fault.

_Of course it wasn't web head's fault, _scoffed the ruder voice.

_How so? _Peter thought faintly.

_Simple...Spider-man's dead. _

Peter's chest felt like ice. Ava was asking him something. No, he wasn't _okay_. Why would she ask something so painfully obvious? Limbs heavy with numbness, the teen uttered out a strangled, "I gotta go," and shot a dark red line of webs, swinging from the skyscraper's roof and into the heart of New York.

A/N: you know, you'd think i'd get more work done it being summer and having all this free time. Lol nope. Apparently not XD i've got exams this week though. UGH. I just want to start like eight different fanfics (no way I could write that many all at once XD) but I want to write a zombie apocalypse thing soon but probably not for Ultimate spider-man, idk yet. WAIT! Was Ava in character or nah? Lol Reviews pretty please? :3


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